Clown Factor

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Clown Factor
General Information
Release Date	October 22, 2023
Series	Omniverse: At Night
Details
Season	5
Episode Number	1
Overall Episode Number	41
Credits
Written by	Benzarro85
Story by	Benzarro85
Directed by	Benzarro85
Episode Guide
Previous episode	The Final Battle (Omniverse: At Night)
Next episode	The Two Men Dressed in Black and White

Clown Factor is the forty-first episode of Omniverse: At Night.

Plot

The episode begins with Ben and Rook hanging out at Burger Shack as Ben would comment how their month break was worth it, as Rook would comment that thanks to Ben, no other bad guys had decided to come out to attack. Unbeknownst to them, the scene transitions to a different location, where the Circus Freaks were working on a machine to enable Zombozo of his strength, but his strength would've been derived from fear, something Zombozo vows to do when Ben is around.

Going back to Burger Shack, Ben and Rook are interrupted by what appeared to be clowds forming in the sky, as Ben wishes to take a look. Driving to the location (that was the circus) Ben, who had no idea of what it was, began thinking about random teamups, like Albedo teaming up with Fistrick, Charmcaster and Darkstar, before finding out it was instead a circus, something that Rook seemed to be interested in, with Ben immediately guessing that Zombozo had something to do about this. Upon entering the circus to investigate, Ben tells Rook that he'll wait outside, as he would wait for a while before getting startled by Rook's sudden appearance change, thinking he got his face painted. Upon being attacked by Rook, Ben transforms into Upgrade as he would attack Rook with a cotton candy machine by firing the substance at him, though it does no damage.

Upgrade continues to fight as he soon takes over a popcorn stand and began firing away at Rook, who leaped over, dodging easily whilst trapping Upgrade in a net, just before Upgrade disbands and shocks Rook after Rook shot a hookshot at his direction. At Plu,ber HQ, Blukic and Driba are examining Rook as Ben would talk to Max about Zombozo being the culprit behind the circus, as Max would disagree, showing Ben that Zombozo was in his cell, as Ben wishes to figure it out himself. Arriving at Zombozo's cell, they find out that Zombozo was actually Jerry in a costume with the brief appearance of Wildmutt (who had tore off the costume's head). Ben wishes to investigate things further as he would transform into XLR8 to get to search around for a little while. Patrolling through Bellwood, XLR8 watches a horde of Zombie Clowns creeping over to the circus. With some throwing props at the Kineceleran, XLR8 slips, and just barely prevents himself from crashing into a car as Ampfibian, who was intangible. Ampfibian subdues the zombie clowns by electrokinetically paralysing them before reverting back to Ben, hoping to investigate the circus further. Meanwhile, Blukic and Driba would investigate the virus whilst Rook was kept contained on an examination table. With the affected Revonnahgander exiling a pair of false teeth which strike the Galvan, who then become the infected.

Arriving at the circus, Ben is met with the Circus Freak Trio, who expected him to arrive. Ben is introduced by the trio to the crowd as Ben transforms into Frankenstrike. Frightwig catches the Transylian's attention and has a chair up at him while, at Max's Plumbing, Max and the other Plumbers are fighting off Rook and the rest of the zombie clowns. More Plumbers are bitten and turned into zombie clowns themselves and Max tells the others to find a way to contain them. Back at the circus, Frightwig continues to toy with Frankenstrike. Frankenstrike eventually grabs onto Frightwig and tosses her away, but Thumbskull soon starts to mess with him as well. Frankenstrike manages to toss a bunch of items, including an elephant, onto Thumbskull, but soon finds himself trying to avoid Acid Breath's breath. However, as Frankenstrike attempts to Acid Breath, he gets sent away by a net of rope and is launched out of a cannon by Acid Breath and out of the circus. The Circus Freaks then take out devices and start to fire false teeth at the audience, turning them into zombie clowns.

Heading back inside, Ben is met with the audience turning into zombie clowns, while the Circus Freaks would continue firing away false teeth directly at them. Hoping to use an alien to take out the whole crowd, Ben transforms into Spitter as he would've preferred to have gone as Ditto or Echo Echo. Exiling his acidic spit at a handful of zombie clowns, Spitter's smile turns to a frown once he sees the arrival of more clowns coming his way. Max and the remaining Plumbers arrive at the circus as Spitter starts to fight off the Circus Freaks. However, Max is bitten by false teeth, turning him into a zombie clown which horrifies Spitter who then transforms back into Ben and screams. In a flashback, 5-year-old Ben runs into the Rust Bucket where Max scares him by wearing clown makeup (which how his fear was first triggered). Back in the present, Ben screams enough to restore Zombozo back to full strength, and he appears in front of Ben.

Falling backward, Ben unintentionally transforms into Eye Guy, but is horrified to see more Zombozos in his eyes. Eye Guy attempts to get away but runs into a column and transforms into Toepick. Zombozo continues to get closer to Toepick, but gets scared by his face and Zombozo's own fear destroys his machine, turning all of the people back into normal. Zombozo escapes by using Acid Breath's breath to light up a rocket, sending him into outer space. The Circus Freaks are arrested while Ben is telling Max that he is still a little bit afraid of clowns.

Characters

• Ben Tennyson
• Rook Blonko
• Medic (first appearance; cameo)
• Psyphon's Minion (first appearance; cameo)
• Blowfeld (cameo)
• Atrocians
  • Violet-Worst (cameo)
  • She-Worst (cameo)
• Tummyhead (cameo)
• Sweet-Eels Sparklefunk (cameo)
• Mrs. Rheault (cameo)
• Sandra Tennyson (flashback; cameo)
• Plumbers
  • Blukic
  • Driba
  • Jerry
  • Morty (cameo)
  • Bryk (cameo)
• Max Tennyson (54 and 66 years old)
• Gilford Bromley (cameo)
• Julius (cameo)
• Elián Zee (cameo)
• Natalie Alvarez (cameo)
• Bug-Lite (cameo)
• Mr. Baumann (cameo)
• E-N (cameo)

Villains

• Zombozo
• Circus Freak Trio
  • Acid Breath
  • Frightwig
  • Thumbskull
• Zombie Clowns (first appearance)

Aliens Used

• Upgrade
• Wildmutt
• XLR8
• Ampfibian
• Frankenstrike
• Spitter (intended aliens were Ditto or Echo Echo)
• Eye Guy (unintended transformation)
• Toepick (unintended transformation)

Trivia

• This episode is a rewritten version and a parody of the Omniverse episode Something Zombozo This Way Comes. Some minor alterations are put in place.
  • Since Ben does not own the Tenn-Speed, due to not building it, Ben turns into XLR8 instead.
  • Big Chill is replaced with Ampfibian, since Ampfibian can turn intangible, something Ben hadn't performed until now. Adding on to this, Chrono Spanner does not appear since Ampfibian had electrokinetically paralysed the zombie clown crowd that Ben stumbled upon.
  • Rath was replaced with Frankenstrike during the scene where Rath was toyed with by Frightwig, juggled objects that were thrown at him by Thumbskull and was shot out of a cannon by the three.
    • Had Frankenstrike not been chosen, Benzarro85 would have gone with Kickin Hawk, Humungousaur or Four Arms.
  • Frankenstrike was replaced with Spitter during the scene where Frankenstrike had to fight a whole army of zombie clowns. However, Ben still preferred to have gone Ditto or Echo Echo.
    • Had Spitter not been chosen, Benzarro85 would have gone with Gutrot, Swampfire or Wildvine.
• Some continuity mentions, among other references, are scattered throughout this episode.
  • At the beginning of the episode, Ben mentions how he and Rook took a month break, which is what happened after the events of The Final Battle. Coincidentally, this episode aired almost a month after the season four finale, which would've meant that Ben and Rook did indeed get their month break.
  • Ben mentions the time Albedo teamed up with Fistrick which happened in both Revonnah and The Ultimate Heist.
  • Ben mentions the time when Darkstar teamed with Charmcaster, which happened in the Ultimate Alien episode Couples Retreat.
• Some things are revealed in this episode, such as:
  • When reading Zombozo's files, Rook reveals his name to be Herbert J. Zomboni.
  • Rook reveals to Ben about Ben's fear of clowns. At some point in time, Ben's fear must have resurfaced in order for him to be genuinely afraid of them. This is then revealed to be indirectly caused by Max.
• Some parts of the episode are stripped right from the Ben 10 Wiki. This is because the same events that happened in the original episode, happened in this parody/rewrite. An example being the appearances of Eye Guy and Toepick.